Natural Gas Services Group Inc 8-K/A, filed Aug 10, 2026

Natural Gas Services Group Inc (NGS)

8-K/A 2026-08-10 For: 2026-06-12

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Added on August 10, 2026

About this 8-K/A

Natural Gas Services Group Inc filed this 8-K/A on August 10, 2026, reporting on events of June 12, 2026.

Items reported

Item 9.01: Financial statements and exhibits

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Exhibit No.			Description
23.1			Consent of CohnReznick LLP.
99.1			Audited Consolidated Financial Statements of Flatrock Compression Holdings, LLC as of and for the year ended December 31, 2025.
99.2			Unaudited Condensed Consolidated Financial Statements of Flatrock Compression Holdings, LLC as of and for the three months ended March 31, 2026.
99.3			Unaudited Pro Forma Condensed Combined Financial Information of Natural Gas Services group, Inc. as of and for the three months ended March 31, 2026 and for the year ended December 31, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).


			Page

Independent Auditor’s Report			3

Consolidated Balance Sheet as of December 31, 2025			4

Consolidated Statement of Operations for the Year Ended December 31, 2025			5

Consolidated Statement of Members’ Equity for the Year Ended December 31, 2025			6

Consolidated Statement of Cash Flows for the Year Ended December 31, 2025			7

Notes to Consolidated Financial Statements:
1. Description of Business			8
2. Summary of Significant Accounting Policies			8
3. Trade Accounts Receivables			11
4. Inventory			11
5. Property and Equipment			12
6. Goodwill			12
7. Intangible Assets			12
8. Leases			13
9. Supplemental Balance Sheet Disclosures			14
10. Line of Credit			14
11. Commitments and Contingencies			14
12. Members’ Equity			15
13. Employee Retirement Plan			15
14. Subsequent Events			15


FLATROCK COMPRESSION HOLDINGS, LLC CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2025 (in thousands)

ASSETS
Current Assets:
Cash and cash equivalents	$	67
Trade accounts receivable, net of provision for credit losses	4,063
Inventory, net of allowance for obsolescence	6,559
Prepaid expenses and other	698
Total current assets	11,387
Property and equipment, net of accumulated depreciation	55,147
Goodwill	2,840
Intangible assets, net of accumulated amortization	4,054
Other assets	1,342
Total assets	$	74,770
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities:
Accounts payable	$	1,166
Accrued liabilities	2,281
Line of credit	41,752
Total current liabilities	45,199
Other long-term liabilities	671
Total liabilities	45,870
Commitments and contingencies (Note 11)
Members’ Equity	28,900
Total liabilities and members’ equity	$	74,770


FLATROCK COMPRESSION HOLDINGS, LLC CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025 (in thousands)

Revenue:
Rental	$	32,226
Services and parts	6,593
Total revenue	38,819
Cost of revenues (excluding depreciation and amortization)	16,297
Selling, general and administrative expenses	5,958
Depreciation and amortization	10,771
Gain on disposition of assets, net	(126)
Total operating costs and expenses	32,900
Operating income	5,919
Other expense:
Interest expense	(3,066)
Other expense, net	(272)
Total other expense, net	(3,338)
Income before income taxes	2,581
Provision for income taxes	(128)
Net income	$	2,453


FLATROCK COMPRESSION HOLDINGS, LLC CONSOLIDATED STATEMENT OF MEMBERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 (in thousands)

January 1, 2025	$	31,310
Membership units issued	21
Distributions to members	(4,884)
Net income	2,453
December 31, 2025	$	28,900


FLATROCK COMPRESSION HOLDINGS, LLC CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025 (in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,453
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	10,771
Gain on the disposition of assets, net	(126)
Amortization of debt issuance costs	88
Provision for credit losses	67
Other, net	(16)
Changes in operating assets and liabilities:
Trade accounts receivables	221
Inventory	(205)
Prepaid expenses	(172)
Accounts payable and accrued liabilities	(2,968)
NET CASH PROVIDED BY OPERATING ACTIVITIES	10,113
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(16,762)
Proceeds from disposition of assets, net	201
NET CASH USED IN INVESTING ACTIVITIES	(16,561)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit	52,196
Repayments of line of credit	(40,847)
Payments of other long term liabilities	(230)
Distributions to members	(4,884)
Proceeds from membership units issued	21
NET CASH PROVIDED BY FINANCING ACTIVITIES	6,256
NET CHANGE IN CASH AND CASH EQUIVALENTS	(192)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	259
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	67
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	2,921
Income taxes paid	$	127
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS:
Right of use assets acquired through a finance lease	$	391


FLATROCK COMPRESSION HOLDINGS, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 (in thousands)


Rental equipment	3	to	15	years
Vehicles and other equipment	3	to	15	years


Trade accounts receivable	$	4,307
Less: Provision for credit losses	(244)
Total trade accounts receivable, net	$	4,063


Parts and supplies	$	7,106
Allowance for obsolescence	(547)
Total inventory	$	6,559


Compressor units	$	49,501
Work-in-progress	14,937
Land	40
Building and leasehold improvements	365
Vehicles and other equipment	6,146
Less: Accumulated depreciation	(15,842)
Total	$	55,147


Customer relationships	$	2,090
Tradenames	1,872
Patent	1,180
	5,142
Less: Accumulated amortization	(1,088)
Total	$	4,054


2026	$	621
2027	621
2028	621
2029	308
2030	204
Thereafter	1,679
Total	$	4,054


	Classification on Consolidated
Description	Balance Sheet
Finance lease assets	Other assets	$	1,242
Operating lease assets	Other assets	100
Total right of use assets		$	1,342

Current finance lease liabilities	Accrued liabilities	$	610
Current operating lease liabilities	Accrued liabilities	100
Total current lease liabilities		710
Noncurrent finance lease liabilities	Other long-term liabilities	671
Total lease liabilities		$	1,381

Weighted average remaining lease term - finance (in years)		2.4
Weighted average remaining lease term - operating (in years)		1.0
Weighted average discount rate - finance		7.63		%
Weighted average discount rate - operating		3.91		%

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		$	96
Financing cash flows from finance leases		$	161


	Finance		Operating
2026	$	776	$	102
2027	471		—
2028	223		—
2029	29		—
2030	29		—
Thereafter	25		—
Total lease payments	1,553		102
Less: Imputed interest	(272)		(2)
Total lease liabilities recognized on the Consolidated Balance Sheet	1,281		100
Less: Current maturities	(610)		(100)
Noncurrent lease liabilities	$	671	$	—


Accrued purchases	$	75
Compensation	687
Current lease liabilities	546
Interest	262
Sales taxes	184
Other	150
	$	1,904


UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2026 (in thousands, except per share amounts)
	Natural Gas Services Group, Inc.		Flatrock Compression Holdings LLC		Pro Forma Transaction Adjustments			Pro Forma Financing Adjustments			Natural Gas Services Group, Inc. Pro Forma
Revenue:
Rental	$	47,115	$	8,939	$	—		$	—		$	56,054
Sales and aftermarket services	1,352		1,114		—			—			2,466
Total revenue	48,467		10,053		—			—			58,520
Cost of revenues (excluding depreciation and amortization)	18,219		3,786		—			—			22,005
Selling, general and administrative	6,508		1,544		—			—			8,052
Depreciation and amortization	10,325		2,454		(253)		A	—			12,526
Retirement of rental equipment	412		—		—			—			412
Gain on disposition of assets, net	(70)		(21)		—			—			(91)
Total operating expenses	35,394		7,763		(253)			—			42,904
Operating income	13,073		2,290		253			—			15,616
Other income (expense):
Interest expense	(4,028)		(807)		807		B	(1,820)		B	(5,848)
Other income (expense), net	(126)		(14)		—			—			(140)
Total other expense, net	(4,154)		(821)		807			(1,820)			(5,988)
Income before income taxes	8,919		1,469		1,060			(1,820)			9,628
Provision for income taxes	(2,156)		(32)		(223)		C	382		C	(2,029)
Net income	$	6,763	$	1,437	$	837		$	(1,438)		$	7,599
Earnings per share:
Basic	$	0.54									$	0.59
Diluted	$	0.53									$	0.59
Weighted average shares outstanding:
Basic	12,584				242		A				12,826
Diluted	12,746				242		A				12,988


Finance lease assets, net	$	1,242
Operating lease assets, net	100
	$	1,342


			Page

Condensed Consolidated Balance Sheet as of March 31, 2026			3

Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2026			4

Consolidated Statement of Members’ Equity for the Three Months Ended March 31, 2026			5

Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2026			6

Notes to Consolidated Financial Statements:
1. Description of Business			7
2. Summary of Significant Accounting Policies			7
3. Trade Accounts Receivables			7
4. Inventory			8
5. Property and Equipment			8
6. Goodwill			8
7. Intangible Assets			8
8. Supplemental Balance Sheet Disclosures			9
9. Line of Credit			9
10. Commitments and Contingencies			10
11. Members’ Equity			10
12. Subsequent Events			10


FLATROCK COMPRESSION HOLDINGS, LLC CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2026 (in thousands) (unaudited)

ASSETS
Current Assets:
Cash and cash equivalents	$	31
Trade accounts receivable, net of provision for credit losses	3,004
Inventory, net of allowance for obsolescence	6,797
Prepaid expenses and other	483
Total current assets	10,315
Property and equipment, net of accumulated depreciation	57,783
Goodwill	2,840
Intangible assets, net of accumulated amortization	3,899
Other assets	1,242
Total assets	$	76,079
LIABILITIES AND MEMBERS’ EQUITY
Current Liabilities:
Accounts payable	$	2,175
Accrued liabilities	1,904
Line of credit	42,561
Total current liabilities	46,640
Other long-term liabilities	733
Total liabilities	47,373
Commitments and contingencies (Note 10)
Members’ Equity	28,706
Total liabilities and members’ equity	$	76,079


FLATROCK COMPRESSION HOLDINGS, LLC CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2026 (in thousands) (unaudited)

January 1, 2026	$	28,900
Membership units issued	5
Distributions to members	(1,636)
Net income	1,437
March 31, 2026	$	28,706


FLATROCK COMPRESSION HOLDINGS, LLC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2026 (in thousands) (unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,437
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,454
Gain on the disposition of assets, net	(21)
Amortization of debt issuance costs	21
Provision for credit losses	18

Changes in operating assets and liabilities:
Trade accounts receivables	1,059
Inventory	(467)
Prepaid expenses	424
Accounts payable and accrued liabilities	711
NET CASH PROVIDED BY OPERATING ACTIVITIES	5,636
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(4,696)
Proceeds from disposition of assets, net	9
NET CASH USED IN INVESTING ACTIVITIES	(4,687)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit	12,420
Repayments of line of credit	(11,611)
Payments of other long term liabilities	(163)
Distributions to members	(1,636)
Proceeds from membership units issued	5
NET CASH USED IN FINANCING ACTIVITIES	(985)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(36)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	67
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	31
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	806
Income taxes paid	$	5
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS:
Right of use assets acquired through a finance lease	$	62


NATURAL GAS SERVICES GROUP, INC. CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 (in thousands) (unaudited)


Trade accounts receivable	$	3,266
Less: Provision for credit losses	(262)
Total trade accounts receivable, net	$	3,004


Parts and supplies	$	7,344
Allowance for obsolescence	(547)
Total inventory	$	6,797


Compressor units	$	64,279
Work-in-progress	4,171
Land	40
Building and leasehold improvements	378
Vehicles and other equipment	6,776
Less: Accumulated depreciation	(17,861)
Total	$	57,783


Finance lease assets, net	$	1,142
Operating lease assets, net	100
	$	1,242


UNAUDITED CONDENSED COMBINED BALANCE SHEET AS OF MARCH 31, 2026 (in thousands)
	Natural Gas Services Group, Inc.		Flatrock Compression Holdings LLC		Pro Forma Transaction Adjustments			Pro Forma Financing Adjustments			Natural Gas Services Group, Inc. Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents	$	2,311	$	31	$	(111,983)	A,B	$	112,000	C	$	2,359
Trade accounts receivable, net	22,950		3,004		(251)		A	—			25,703
Inventory, net	21,780		6,797		96		A	—			28,673
Income taxes receivable and prepayments	1,690		—		—			—			1,690
Prepaid expenses and other	3,352		483		(215)		A	—			3,620
Assets held for sale	10,986		—		—			—			10,986
Total current assets	63,069		10,315		(112,353)			112,000			73,031
Property and equipment, net	515,021		57,783		52,524		A	—			625,328
Goodwill	—		2,840		(2,016)		A	—			824
Intangible assets, net	—		3,899		(2,748)		A	—			1,151
Other assets	10,825		1,242		40		A	—			12,107
Total assets	$	588,915	$	76,079	$	(64,553)		$	112,000		$	712,441
LIABILITIES AND STOCKHOLDERS’/MEMBERS’ EQUITY
Current Liabilities:
Accounts payable	$	11,486	$	2,175	$	(277)	A	$	—		$	13,384
Accrued liabilities	11,848		1,904		(80)		A	—			13,672
Line of credit	—		42,561		(42,561)		A	—			—
Total current liabilities	23,334		46,640		(42,918)			—			27,056
Long-term debt	226,000		—		—			112,000		C	338,000
Deferred income taxes	54,653		—		315		A	—			54,968
Other long-term liabilities	4,394		733		28		A	—			5,155
Total liabilities	308,381		47,373		(42,575)			112,000			425,179
Stockholders’/Members’ Equity
Members’ equity	—		28,706		(28,706)		A	—			—
Common stock	139		—		2		A	—			141
Additional paid-in capital	121,261		—		9,997		A	—			131,258
Retained earnings	174,138		—		(3,271)		B	—			170,867
Treasury stock	(15,004)		—		—			—			(15,004)
Total stockholders’/members’ equity	280,534		28,706		(21,978)			—			287,262
Total liabilities and stockholders’ equity	$	588,915	$	76,079	$	(64,553)		$	112,000		$	712,441


NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (in thousands, except per share amounts or where otherwise indicated)


Cash (1)	$	108,928
Equity consideration (241,803 shares of Common Stock)	9,999
Contingent consideration	53
Total consideration	$	118,980


Property and equipment (1)	$	110,307
Intangible assets (2)	1,151
Right of use assets (3)	1,369
Goodwill	824
Current assets	10,075
Current liabilities (3)	(3,722)
Noncurrent liabilities (3)	(709)
Deferred income taxes	(315)
Total consideration	$	118,980


Description	Fair Value		Useful Life	Valuation Methodology
Tradename	$	265	5 years	Relief from royalty
Developed technology	$	886	5 years	Relief from royalty


For the three months ended March 31, 2026
Pro forma net income - basic and diluted	$	7,599
Pro forma weighted average shares outstanding - basic	12,826
Pro forma weighted average shares outstanding - diluted	12,988
Pro forma earnings per share:
Basic	$	0.59
Diluted	$	0.59

For the year ended December 31, 2025
Pro forma net income - basic and diluted	$	18,024
Pro forma weighted average shares outstanding - basic	12,780
Pro forma weighted average shares outstanding - diluted	12,937
Pro forma earnings per share:
Basic	$	1.41
Diluted	$	1.39